Mergers and Acquisitions
In the Czech Republic and the Slovak Republic, we are working for more than one hundred leading local and international companies. Weinhold Legal has extensive experience in advising on acquisitions and disposals.
Below we mention some of our most significant engagements in this area.
| AccorInvest Group S.A. |
| Weinhold Legal provided Czech legal assistance to AccorInvest Group S.A. (France), in connection with Czech legal aspects of a multi-jurisdiction project – the acquisition of 85.8% of shares in Orbis S.A, owner and operator of 73 hotels and 14,000 rooms in 6 countries, from Accor S.A. and Accor Polska sp. z o.o. The acquisition will be implemented by way of a public tender offer. The value of the transaction was reported by Accor as EUR 1.06 billion (the tender offer will be launched at a price of PLN 115 per share, corresponding to proceeds for Accor of PLN4.55bn which approximately equals to EUR 1.06bn). After this acquisition, AccorInvest’s portfolio will comprise more than 900 hotels and 135,000 rooms, for a total revenue in excess of EUR 4bn. |
| RENOMIA |
| Weinhold Legal has advised RENOMIA, a.s., the market leader amongst Czech insurance brokers, in connection with the largest acquisition in its twenty-five-year history on the Czech market, by acquiring a majority stake in the IMG a.s. This key merger will give rise to the creation of the first insurance brokerage firm in the Czech Republic that will surpass 10 billion Czech crowns in terms of administered premiums. A total of 1,500 financial experts are expected to work for the brokerage firm. Presently, IMG a.s. is in charge of administrating a product volume of 400 million Czech crowns. |
| PORR / Alpine Bau |
| Weinhold Legal provided comprehensive legal advice to the biggest Austrian building contractor PORR in connection with agreements for the transfer of all shares in ALPINE Bau CZ a.s. from PSJ Holding. The Czech-Slovak group Alpine Bau is active in building and construction sector. Annual Alpine Bau sales were approximately CZK 2.5 billion. The company employed around 450 employees. This transaction was reported by media as probably the largest acquisition in the Czech construction market over the last ten years. |
| KARA Trutnov |
| Weinhold Legal provided comprehensive legal advice to Mr. Zdeněk Rinth in respect of a sale of shares in KARA Trutnov a.s., the Czech market leader in leather and fur fashion, to C2H group, which belongs to a Czech private investor Michal Mička. KARA Trutnov is a traditional Czech brand with a 70 year history. The legal services related to this transaction included advice on the transactional structure, drafting and negotiating all contractual documentation and closing assistance. |
| SPAR Group Austria |
| Weinhold Legal advised Austrian SPAR group, one of the leading retail chains, in the sale of two of its subsidiaries in the Czech Republic to Dutch Royal Ahold group, making Ahold the largest retailer in the Czech Republic. The purchase price for the business which comprises 36 INTERSPAR hypermarkets and 14 SPAR supermarkets with an annual turnover of about 540 million EUR and almost 4 700 employees amounted to 192 million EUR. The transaction was reported in media in March 2014 as the largest ever retail chain acquisition in the Czech market. Our advice included legal assistance in structuring the transaction; a seller’s due diligence of selected matters; participation in negotiations; preparation of the contractual documentation under Czech law; and a review of the contractual documentation under Austrian law. Our activities further comprised representation of SPAR in the proceedings before the Czech Antimonopoly Office regarding approval of concentration of undertakings. |
| Aelia (Lagardére) |
| Weinhold Legal provided complex support to Aelia (Lagardére group) in connection with the acquisition of 15 duty free shops at the Prague Airport in Ruzyně from the Unimex Group. This followed our complex assistance to Aelia in its successful 764 million CZK (nearly 30 million EUR) bid for acquiring from Czech Airlines the on-board sale and duty free business. |
| Drinks Union |
| Weinhold Legal provided legal services to the vendor, including assistance in organisation of bidding procedure, negotiation assistance, drafting and commenting on the Czech and English law governed transaction documentation and related advice, on the sale to Heineken of Drinks Union, one of the largest Czech brewery groups including four breweries located in North and East Bohemia (two in Ústí nad Labem, and one in Louny and Kutná Hora), with a total beer production capacity of nearly 1 million hectolitres, more than 500 employees, turnover exceeding a billion CZK and the brand portfolio consisting of the national brand Zlatopramen and the regional brands Březňák, Louny, Lorec, Jarošov, Pivrnec and Dačický brands. Our services also included a split-off of the third largest Czech liquor production business from the beer business into a newly created subsidiary Granette. |
| Sokolovská těžební |
| Weinhold Legal rendered legal services to a management buy-out team as a winning bidder in the privatisation of Sokolovská uhelná, one of the three largest brown coal mining companies. The purchase price exceeded 2.6 billion CZK. Our work included legal due diligence, negotiations with the National Property Fund regarding the wording of the share purchase agreement submitted with the bid, assistance with the bid submission, etc. |
| NedRailways / Abellio |
| Weinhold Legal provided legal services to NedRailways (Dutch railways group, now Abellio) with regards to the acquisition of a leading public transport provider. The legal services rendered included a due diligence exercise on four companies, assistance with negotiations and closing transaction documentation. Weinhold Legal provided legal services to Czech target entities (public transport companies) belonging to the Abellio Group during the acquisition process and in negotiations with Arriva (Deutsche Bahn Group). Our legal services included assistance with the due diligence process and drafting and revising selected transfer documentation. |
| FKI |
| Weinhold Legal assisted FKI plc in a complex acquisition of specified assets of Škoda Plzeň, a major Czech industrial conglomerate. We advised on all aspects of the acquisition, including due diligence and negotiations with a number of parties, including banks and the National Property Fund of the Czech Republic together with corporate restructuring issues. |
| Transdev |
| Weinhold Legal provided comprehensive legal assistance to Transdev Česká republika, a world-class player in the mobility market and business base operating in 20 countries, in connection with the acquisition of the 3ČSAD group (including ČSAD Havířov, ČSAD Karviná and ČSAD Frýdek-Místek bus companies, and the company Bus Management). As a result of the acquisition, Transdev becomes one of the strongest players in the public transportation sector in Czechia with nearly 1,350 employees and 600 coaches. |
| GZ Media |
| Weinhold Legal provided legal assistance to GZ Media, a.s., the largest producer of vinyl record players in the world, in connection with the acquisition of a majority (67%) stake in the company PB tisk. Pribram-based PB tisk is a Czech leading producer of books and bookbinding. Last year PB tisk’s sales were approximately 285 million CZK and the company had 180 employees. GZ Media informed in its press release that the value of the transaction was 85 million CZK. |
| Obrascón Huarte Lain (OHL) / ŽS |
| Weinhold Legal represented Obrascón Huarte Lain, S.A. (OHL) in its acquisition of two publicly listed Czech companies, ŽS Brno, a.s., a leading construction firm specializing in railway corridors and transportation infrastructure, and Železniční průmyslová stavební výroba Uherský Ostroh a.s. (ŽPSV), the dominant producer of concrete sleepers. Our engagement consisted of drafting and negotiating the pre-acquisition contractual documentation, legal due diligence on the group, including its subsidiaries in Slovakia, negotiating, drafting and finalizing the acquisition documents, including shareholder agreement and option contracts, filing for and obtaining anti-trust approval in the Czech Republic and Slovakia, corporate and structuring support, and advising on the settlement of the transaction and following compulsory take-over bids. Weinhold Legal obtained merger clearance from the Czech Antimonopoly Office for OHL in its acquisition of control of companies from the ŽPSV group, including ŽS Brno, and in its disposal of ŽPSV, the leading producer of concrete sleepers. |
| Bohemia Sekt |
| Weinhold Legal provided legal services to Bohemia Sekt, one of the largest producers of wines in central and Eastern Europe, in connection with the of sale of parts of its business to Stock Plzeň company. Legal services included advice on structuring of transaction and negotiating of documentation to Czech law. |
| Lloyd Electric&Engineering Limited (LEEL) / Janka Radotín |
| Weinhold Legal provided legal advice to Lloyd Electric&Engineering, one of the largest worldwide coil producers, in the acquisition of the world’s oldest heating & air conditioning producer (est.1872) Janka Radotín, from the US based HVAC giant producer LENNOX. Weinhold Legal also assisted with a subsequent sale of Janka Engineering to the Multicraft group of Ostrava. |
| Enel / Slovenské elektrárne, Enel, Iberdrola / ČEZ |
| Weinhold Legal provided comprehensive legal services to the winning bidder in one of the Slovak Republic’s largest privatisation projects (the offered price exceeded 840 million EUR) with respect to Slovenské elektrárne (the Slovak dominant electricity producer), including due diligence and assistance in negotiations with the Slovak government. Weinhold Legal also provided comprehensive legal services to Enel and Iberdrola, an international consortium, one of three short-listed bidders, in the Czech Republic’s most ambitious privatisation project (the offered price exceeded 4 billion EUR) with respect to the Czech electricity sector, including due diligence on the dominant producer of electricity, operator of the transmission grid and 6 regional distribution companies. |
| Agrofert |
| Weinhold Legal provided in 2002 full legal services to the winning bidder in the privatisation of Unipetrol – a holding company controlling the major Czech refineries, petrol stations networks and chemical companies – including legal due diligence, structuring, consortium negotiations (the offered price exceeded 360 million EUR); the purchase contract was later terminated due to a change in circumstances. |
| Ashok Leyland |
| Weinhold Legal provided comprehensive legal services to the Ashok Leyland, the second largest Indian truck producer, in respect of its acquisition of the entire truck production business of AVIA, a traditional (est.1919) Czech truck producer. The legal services included initial advice on structuring of the transaction, due diligence, extensive negotiation and finalisation of the transaction documentation, advice on various corporate law, labour law, and intellectual property etc. issues. |
| Siemens |
| Weinhold Legal assisted the Siemens group in a prominent outsourcing project in the telecoms business, including, among others, the transfer of several thousand employees. We were, among others, involved in complex questions of corporate and collective labour law and assisted in negotiations. Moreover, we assisted Siemens in a considerable number of acquisition projects (share deals and asset deals). |
| CGEA / Connex |
| Weinhold Legal advised CGEA/Connex, part of Vivendi Environmental on a number of acquisitions and privatisations in the Czech Republic and Slovakia in the public transport sector relating to regional and municipal transport companies. We assisted with all legal aspects of the transactions including: corporate structuring, due diligence, negotiations, closing, post-closing restructuring and ongoing assistance in monitoring the investments. |
| JOJ Group |
| Weinhold Legal provided legal assistance to JOJ Group, a media company present in the Czech and Slovak media markets, in connection with its acquisition of a 100% stake in Československá filmová společnost, s.r.o. (whose portfolio includes tv stations such as CS film, CS mini, Horor film, War TV, Kinosvět and online videoportal Film popular). The acquisition will be completed assuming that the necessary approval from the Czech Radio and Television Broadcasting Council (RRTV) is obtained. |
| První novinová společnost |
| Weinhold Legal provided comprehensive legal advice to První novinová společnost (PNS), the largest domestic press distributor, in connection with the acquisition of the alternative postal operator Mediaservis. The main shareholders of PNS are VLTAVA LABE MEDIA, a.s., CZECH NEWS CENTER a.s., MAFRA, a.s. and Bauer Media v.o.s. |
| Sarantis/Astrid, Indulona |
| Weinhold Legal provided legal advice to SARANTIS, one of the European leaders in the field of cosmetics and household products, concerning the acquisition of the famous Czech cosmetic brand ASTRID. ASTRID has a rich tradition with a history dating back to 1847. Our legal services in relation to a company acquisition, manufacturing facility and related trademarks, included advice on transactional structure, legal due diligence and negotiating contractual documentation governed by Czech law. Weinhold Legal also provided comprehensive legal advice in respect of the acquisition of Slovak and Czech companies through which SARANTIS added, amongst others, the famous Slovak and Czech cosmetic brand INDULONA to its portfolio of brands. INDULONA is a brand with one of the richest traditions – it is a well-known, award-winning cosmetics brand boasting a 70-year history of successful presence in the Czech/Slovak market. It is the most popular and No. 1 selling product within the hand care category in both Czechia and Slovakia. |
| ČEDOK |
| Weinhold Legal provided comprehensive legal advice to the Polish group ITAKA, the biggest travel agency active on the Polish market, in respect of the acquisition of the oldest and the most famous Czech travel agency ČEDOK. ČEDOK has been on the market continuously since 1920. Our legal services in relation to the acquisition of ČEDOK included among others advice on transactional structure, legal due diligence and negotiating contractual documentation governed by Czech law. Further, Weinhold Legal has been representing the client in the process of obtaining the antimonopoly clearance. |
| Auto Kelly / ELIT |
| Weinhold Legal provided full legal services to the vendors on the sale of 100% of the shares in the largest automotive spare parts and accessories supplier in the Czech Republic and Slovakia, AUTO KELLY, to the leading European automotive spare parts and accessories supplier RHIAG, backed by ALPHA Private Equity. Weinhold Legal also provided legal services to LKQ Corporation – a leading US distributor of auto parts and accessories – in connection with the acquisition of Rhiag-Inter Auto Parts group from the private equity group Apax Partners. The announced deal value was EUR 1.04 billion. Weinhold Legal provided legal services in two jurisdictions: the Czech Republic and Slovakia. Further, Weinhold Legal assisted LKQ group in relation to the issue of senior notes in the aggregate principal amount of EUR 500 million due 2024 and white wash procedure. |
| Tauron Group / ArcelorMittal |
| Weinhold Legal advised Tauron, one of the major Central European energy companies, on the creation of a joint-venture with ArcelorMittal. Both companies will hold 50% stakes in Tameh Holding, the newly created joint-venture vehicle. Weinhold Legal´s legal services in relation to the creation of the joint-venture included due diligence and assistance related to the contractual documentation governed by Czech law. Weinhold Legal advised Tauron, one of the major Central European energy companies, on the creation of a joint-venture with ArcelorMittal. Both companies will hold 50% stakes in Tameh Holding, the newly created joint-venture vehicle. Weinhold Legal´s legal services in relation to the creation of the joint-venture included due diligence and assistance related to the contractual documentation governed by Czech law. |
| Vivendi Water (Veolia) / PVK |
| Weinhold Legal together with French colleagues advised Vivendi Water (now Veolia ) and subsequently the consortium of Vivendi Water and Anglian Water in its successful bid for the privatisation of Prague Water and Sewerage. Our assistance covered all legal aspects of the project including: planning, structuring/strategy, due diligence, negotiations, bid preparation and submission (the offered price exceeded 6 billion CZK). Weinhold Legal assisted Vivendi Water in its outsourcing projects with Slovak Industrial Companies. |
| Eurovia (Vinci) |
| Weinhold Legal provided legal services to EUROVIA on the purchase of Tarmac’s aggregates businesses in the Czech Republic, France, Germany and Poland, the part of which was the purchase of 100% shares in Tarmac CZ one of the biggest producers and suppliers of aggregates in the Czech Republic. The role of Weinhold Legal in this significant transaction included organisation of due diligence, review of the Share Purchase Agreement relating to the sale of the Tarmac European Aggregate Business, drafting and negotiating transactional documentation concerning the local Share Purchase Agreement concerning the shares of Tarmac CZ. |
| Slovak Telecom |
| Weinhold Legal provided full disposal services on the sale of a radio communication business in Slovakia, including transaction documentation and negotiation support. Due diligence and negotiation support on a second deal. |
